Nebius Group N.V. (NASDAQ: NBIS) has priced a $5.0 billion private offering of convertible senior notes in two series, upsized from an initially announced $4.5 billion, according to a company statement.

The offering consists of $3.0 billion in 0.50% convertible notes due 2030 and $2.0 billion in 4.50% convertible notes due 2034, sold to qualified institutional buyers under Rule 144A. Settlement is expected on August 24, 2026. The company also granted initial purchasers an option to buy up to an additional $450 million of the 2030 notes and $300 million of the 2034 notes within 13 days of issuance.

The 2030 notes carry an initial conversion price of approximately $313.46 per Class A share, a 40% premium over the August 19, 2026 closing price of $223.90 on Nasdaq. The 2034 notes carry an initial conversion price of approximately $324.65 per share, a 45% premium to the same reference price.

Net proceeds are estimated at approximately $4.94 billion, or up to $5.68 billion if the purchasers' option is fully exercised. The company said it intends to use the funds for data center construction, AI cloud development, infrastructure expansion, GPU procurement, and general corporate purposes.

Concurrently, Nebius entered into exchange agreements with holders of its existing 2.00% convertible notes due 2029 and 3.00% convertible notes due 2031, exchanging $400 million of each series — $800 million total — for approximately 15.8 million Class A ordinary shares. The company noted that participating holders may sell those shares in the open market or enter into derivative transactions, which could pressure the share price.

The notes are senior, unsecured obligations with interest payable semi-annually beginning February 15, 2027. At maturity, the 2030 notes will accrete to 110% of original principal and the 2034 notes to 125%, implying effective conversion premiums of approximately 54% and 81.3%, respectively.

The notes have not been registered under the Securities Act of 1933 and may not be offered or sold absent an applicable exemption.